Stolen Thoughts
by ShazzyBing7
Summary: Carl Howell is by far the best looking dentist Emma has ever encountered in her entire life. But he's no Will Schuester. T for future chapters.
1. Bad Grapes

**A/N: My first Glee fic! Just kind of started writing it because I've been having some serious writer's block with my script and needed to get my mind going…thinking I'm gonna keep writing, if it's good – let me know! :D**

**Disclaimer: I don't own Glee…I wish I did! I'd feel pretty good about myself lol**

_He loves me._

"Emma?"

_He loves me._

"…Emma?"

_He loves me._

"Emma!"

Emma's head snapped forward and her eyes de-glazed as they moved from the floor to Carl.

He looked at her expectantly, eyebrows raised. "…You okay? You've been scrubbing that cherry tomato for about 10 minutes now."

She looked down at her hand, still furiously rubbing the napkin over the fruit, and stopped. She let out a shaky breath.

_Get a hold of yourself, Emma._

"Sorry." She gave him a small smile. "What, um…what were you saying?"

"I asked you how your day was." His brows furrowed.

"Oh. Well. Um…" She struggled for an answer that didn't include a certain Glee club teacher. "Okay…Not much happened, really. Just, um…" She pushed her salad around with her fork and stuttered. "Jacob Ben Israel spent the entire day in my office…still traumatized from his tween vampire attack." Her big eyes chanced a glance at Carl to see if he bought her horrible lie. To her relief, he laughed.

"Is that the kid with the afro?"

"Yes…I didn't have a pamphlet on it…they should really make one, what with…how crazy girls are about that terrible series. I mean, really, sparkling vampires? That's worse than those high school musical kids, and that's saying something." She forced her mouth shut once she realized she was babbling.

"Are you sure you're okay?" Carl leaned forward slightly, looking concerned. "You seem…nervous."

"Oh, no. I'm fine."

_Liar. _

She took a good look at Carl, who flashed his winning dentist smile and returned to his lemon pepper chicken. He was wearing a light green button up with the sleeves rolled up slightly over his strong fore arms. The color complemented his tan, handsome face, which had the lightest of stubble on it and his dark hair was short and neatly kept. Carl Howell was by far the best looking dentist Emma had ever encountered in her entire life.

But he's no Will Schuester.

_Amazing._ She returned to her thoughts. _You're here with this great guy and all you can think about is Will? Well, it is understandable, after what he pulled earlier…_

"_I love you, Emma! There. I finally said it. And you love me! And dentist or no, this thing isn't over between us!"_

_His face. That kiss. _

If Emma concentrated hard enough she could still feel the burning on her lips.

But how dare he! It _was _about Glee club! He wasn't even on her mind while she was reaming out Figgins…Another lie. The second she heard New Directions didn't even place at Regionals she thought of him, how upset he must be. She worried he'd be so disheartened over the loss of glee that he'd give up teaching all together…_then_ she thought of the kids. But moreover she couldn't bare the idea of not being able to see Will's face almost everyday.

_But the club has another year. He's not leaving. He's not leaving…and he loves me._

She realized she was staring off into space again and looked back at Carl. He was checking a text on his phone. When he turned his attention to her, he suddenly wasn't Carl. He was Will: signature curly locks, crooked smile and all. She shook her head and blinked rapidly, bringing her dentist back into vision.

_Oh, sugar._

"You know, actually…I'm not feeling so good after all. My stomach is a bit…off." She lied, casting her doe eyes down to her yellow and navy clad lap where her hands were endlessly twisting. "Do you think you could bring me home?"

"…Sure. I'll go grab the bill." He started to get up. "Are you gonna be okay?"

"Oh yeah. Yeah…I think I just ate some bad grapes earlier, they tasted a little too…tangy."

_You're not very good at this._

"…Okay. So long as you're fine…I'll be back." He smiled lightly and headed to the back of the restaurant.

She clearly couldn't survive dinner without constant thought of him. If she couldn't have coherent thought of Carl while she was with Carl, then she wouldn't torture herself anymore for the night. She decided to hold off for a clear head, free of Will Schuester…if that was possible.


	2. Spilled Coffee

It was the last day of school, students were taking their finals, and it had been nearly two weeks since Emma's disastrous dinner with Carl. They went out again a few days later, and Emma opted for a movie so they wouldn't have to talk much, but he wound up choosing Letters to Juliet…which didn't help her wandering mind. She hadn't spoken to Will since their moment in the hallway and had been avoiding him at all costs. She was packed and ready to run the second the final bell rang; she did her best to look extremely busy whenever he would walk by her door and she even took to eating lunch in her office.

_This is ridiculous. Just talk to him. Tell him he was wrong!_

_But he wasn't…No. NO. Stop!_

She started shifting things around on her desk, even the straightest of items, just to distract herself.

"Just stop." Emma mumbled to herself. "Stop thinking of him. It's almost summer, only-" She glanced at her clock. "-three more hours and you won't be forced to see him for two whole months." She frowned at that, despite herself. Flustered, she hit her coffee cup with her arm and the warm drink spilt on to her desk, before dripping down on to the floor and, to her dismay, her legs and her favorite gold Mary Jane's.

"OH. Oh no." She panicked, putting her hands in the air.

_Deep breaths, Emma…Bathroom._

She stood up from behind her desk and rushed out of her office, hands still in the air, and around the corner into the girl's room.

After a deep cleansing of her shins and shoes, Emma left the bathroom and began to walk leisurely back to her office. Suddenly she was tugged by her elbow into an empty classroom and nearly squealed when she realized where she was.

"How've you been?" A very familiar voice asked.

She turned to see him leaning against the door, blocking her only escape. "Will."

"Emma."

"What…what do you want?"

He sighed, slumping slightly. "I want you to stop avoiding me."

She looked down at her shoes and fiddled with the hem of her blouse. "You made that kind of hard last week."

"Em…"

She shook her head. "I'm seeing Carl, Will…You can't just expect me to…Where are you students?" It finally hit her they were alone.

"Free period."

"Oh." She looked him in the eyes for the first time that day, and immediately regretted it. He was staring at her in earnest, giving her the same look he usually had right before…_Nope, shouldn't think of that right now, his lips would not help the situation at all._

She looked down again. "Will…Carl is…a good guy. I can't hurt him."

He took just two strides and was in front of her. "But you don't love him." He insisted.

Her eyes began to water out of pure frustration. "Will…please." She stopped a sob from escaping but he noticed and lifted her chin with his index finger. She tried to look at anything but him but couldn't help it when he placed his forehead against her own.

"Emma, I love you…I love you." His eyes were staring straight into hers.

"But…you hurt me…I'm not sure that I can forget…" A tear rolled down her cheek and she bit her lip as he moved to kiss it away. "I can't…" Her eyes fluttered shut. A tear fell on her other cheek; he kissed that one, too.

"Will…" She tried, but all opposition was lost when she felt his hand on the nape of her neck and his lips crushing her own. It took a moment but she gave in when his other hand pulled her flush against him by the small of her back. A small moan was all she could muster and she placed both of her hands on his chest.

He pulled away enough to speak and took her face in his hands. "I know you love me…Say it." He kissed her lightly. "Please." Another kiss. "Say it." He couldn't stop; the next was harder, more urgent. She found herself just as hungry as he was and backed up, pulling him with her by his shirt, until her legs hit his desk. His lips left hers, kissed her jaw line and worked their way down her neck.

_What are you DOING? Okay, you and Carl aren't official yet but there is definitely something going on and you're NOT a cheater! Oh….oh…_

Will's mouth found the spot just beneath her ear, one hand was lightly massaging her scalp and the other was on its way to her butt…

_But it's Will…oh, sugar. He isn't being fair…Hey. Wait a minute!_

"Will." He didn't stop. "Will." She tried pushing but his arm remained wrapped around her middle. "Will!" She grabbed the back of his head and pulled at his perfect hair.

"Ow!" He backed off a bit. "Em, what's wrong? Was I going too fast? I'm sorry." He put his hands on her arms.

"No, that's not the point! You can't do this, Will!" She knocked his hands off of her and moved away from his desk. "You can't just kiss me every time we have a problem and expect me to come crawling back! You just…you can't! It's not fair!"

"…you're right. I'm sorry, Emma…I guess…I can't help myself around you." He ran a hand through his hair and exhaled.

"Yeah, I got that…I, um…I need to go. It's almost time for your last exam." She turned and headed for the door.

"Emma?"

She stopped short and twisted to look at him. "…Yes?"

He paused and looked down as he scuffed his shoe on the floor. He wasn't sure if he should ask, but brought his eyes up to her face anyway. "Where does this leave us? What I mean is…can you forgive me? I never meant to hurt you."

Emma considered this. "…Yes…I can forgive you." She gave him a small smile.

"Good…and about the dentist." He took a few steps toward her.

She tensed a little and clarified. "Carl."

"Carl." He nodded. "How's that going?"

"Okay. He's um…he's nice." She glanced at the floor, unsure of his point.

"That's…that's good." His smile didn't touch his eyes, but she was just glad it wasn't a smirk. "You should get going. Have a good summer. I'll see you."

She returned the smile. "You too." She opened the door and stepped out. As she was just about to close the door behind her, she stopped suddenly. Her mind was saying _go!_ But her feet remained in place, and before she could think it, her mouth was saying it: "I love you." She said it, right as the bell rang. Not even sure if he heard it she pulled the door the rest of the way and walked back to her office quickly, unaware that he was looking after her, his irresistible crooked smile sitting on his face.


	3. Chocolate Cake

**A/N: Hey guys, thanks for the reviews! I'm so glad you like it! Here's more, ask and you shall receive! :D**

**Disclaimer: I **_**still **_**don't own Glee…what gives? lol**

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The first day of summer found Emma cleaning her apartment. She woke up determined and set off scrubbing every nook and cranny of the kitchen, moving on to her bedroom and bathroom, leaving the living room for last. It wouldn't have taken very long, but Emma was intent on being very tedious, and denying the truth.

The truth was her apartment was already clean when she got out of bed that morning.

The truth was she had cleaned it the night before.

The truth was busy work was the only thing that kept her distracted from Will…sort of.

Unfortunately, because of some cruel force in the world, she had to do her cleaning in the quiet. She tried television but it seemed every channel had some sappy, romantic movie on it, which she could never seem to find whenever she actually _wanted_ to watch one. The radio was no better; all of her favorite stations had chosen a similar theme as well. So she was left to her only source of entertainment: her thoughts. Focusing her mind on her tasks was simple. Controlling it was a whole other story.

_Okay. Curtains are done. Did I dust the top of the TV? Yes…but, oh! Guess I missed a spot… 'Kay, TV is done. On to the coffee table…I wonder what Will is doing…STOP…Wow, this table is dirty…Will keeps his place pretty clean- STOP IT…Carl…Carl…is nice. His teeth are so perfectly white…they're as white as my couch which...isn't…that…white. Hm…Bleaching the couch…I bet Will doesn't do that- OH MY GOD!_

She threw down her dust rag in frustration and hit the heels of her gloved hands against her forehead. She had a moment of empty thoughts before her mind betrayed her again and replayed the memory of the last time she'd seen Will...

_The final bell rang and Emma already had her office packed up and was ready to go. After waiting for the throng of excited students to die down, she gathered the last box and her purse and headed out but stopped right outside the door. At a crossroad, she hesitated: left would bring her outside and to her car, right could bring her a few ways, but she knew which one was likely. _

_She couldn't help it; it wouldn't hurt anyway, one last look to feed her sad obsession enough for two months. Her feet took her the long way, down the path that left her heart beating wildly out of her chest. _

_Reaching the choir room faster than normal, she peeked in through the small window on the door. There was the entire Glee club, obviously saying their last quick goodbyes. Finally, her eyes landed on the eldest. He was talking to Rachel, possibly listening to some suggestions she has for next year's competitions. Most importantly, he had that fantastic 'everything is perfect' smile on his face, the one that usually sent Emma's stomach into summersaults. She knows he tends to push personal matters to the backseat when other things are more important, but he seemed so genuinely, incredibly happy that she questioned it._

_Did he hear me?_

_Before she could consider it anymore, she turned around and headed for the nearest exit._

This smile remained embedded in her brain, and brought back a memory of a completely different time…

_It was the end of a very long Friday at school and Emma was finishing up with a student as the bell rang._

"_Well, Brady, maybe you should just try being in a relationship with one girl, and not um…five. Girls are bound to respect you more and reject you less if you remain…monogamous. Ten to one they're less likely to egg your car again." Emma gave the tall 17 year old a smile._

"_Wow. I never thought of it that way. Thanks, Ms. P!" He stood up._

"_You're welcome, Brady, and if you ever need advice again, my door is open."_

_Brady smiled and just as he was in the doorway Sarah Conway, a freshman, passed by. "Yo, sweetness!" With that, he followed her._

"…_Well that didn't last long." Emma shrugged it off and organized her desk before getting her things together. As she stood up, she ripped off the Saturday and Sunday from her desk calendar, leaving it on Monday, October 16, 2006. _

_Before leaving she headed to the bathroom. On her way out she was passing by the Spanish classroom and noticed the door was still open._

_Didn't she quit?_

_She took a peek inside, in case some students decided to stay behind. _

_No doing the nasty here on my watch._

_Rather then finding students, what she saw was completely unexpected. _

_He was like a tall drink of water in the middle of a hot desert. A big slice of chocolate cake during an unnecessary diet. His hair was gelled genius in neat waves and curls on top of his head. His jaw line was straight and hard, completing his handsome face. He had on a black v-neck t-shirt that fit snug on his arms, which were perfect, as if sculpted by hand…and they weren't the only ones, Emma noted as he turned around. She'd never seen anything like him, or thought this way about anyone, including her old high school fling, Andy. She only had two questions:_

_What is the name of this Greek God and where is his mother? I'd like to thank her._

_Finally coming to her senses, she realized he was decorating the room. _

_My office could use some decorating._

_Before she could take in more of this dream in front of her, he turned and saw her._

"_Hey!" The dream spoke and stepped toward her. "I'm Will Schuester, the new Spanish teacher." He put his hand out but Emma was still dazed._

_He's talking to you, idiot. Even his voice is amazing._

_Before her germ alarm could sound her hand was in his and somehow, it didn't bother her one bit. _

"_I'm…I'm Emma. Emma Pillsbury. The um…guidance counselor."_

"_Nice to meet you." He flashed a toothy smile._

"_Yeah." She tried to stop a dreamy smile but it crept through anyway. _

"…_Can I have my hand back?" He joked, gesturing to their still joined hands._

"_OH! Yes. Sorry." She released his hand and glanced down, trying to hide her blush. "So…You're Senorita Bellman's replacement."_

"_Yeah, what happened with that? Principle Figgins made a comment earlier but I didn't quite get it." He was back to hanging up a poster with some terrible teaching cartoon on it. _

"_Oh, she wanted to plan a trip to Spain for the senior Spanish class but all of the field trip funds go to the Cheerios…So she tried to discuss this with Figgins but as usual, his 'hands are tied'…he says that a lot…didn't make her too happy…Pretty much the whole school heard the argument, we didn't understand half of it but I'm pretty sure I recognized a few choice words here and there." She giggled slightly and he openly laughed._

_Wow, that's great, too._

_Suddenly a phone rang. And rang. And rang. And rang…_

Emma snapped out of her reverie. "OH! This needs to stop, Em!" She rushed for her cell phone and picked up without looking. "Hello?"

"Hey, it's Carl."

"Oh, Carl…Hi!"

"Were you busy? You sound like you were just running."

"Oh, no, just um…cleaning." She let out a deep breath like she'd been holding it for hours. "What's up?"

"I was just wondering if you wanted to go out tonight. Maybe go to the park."

_Go for it. Hopefully it'll stop these flashbacks._

"…That sounds great!"

"Okay, I'll pick you up in an hour?"

"Sounds good."

"Good. See you in a bit. Bye."

"Bye."

Emma pressed end and placed the phone on the table while taking a good look at her apartment.

_The apartment is clean. Go have fun. Yeah, that's right. Fun!_

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Emma and Carl had taken a nice walk around the park and talked, having very nice conversations the whole night, just as they had when they first started dating. He brought her back home and she invited him inside. It hadn't been the first time, so she wasn't worried about sharing any rules or having to watch what he did closely; he was actually quite acclimated to her cleanliness.

Just as she was having a good time, the moment came. They were sitting on the couch, having tea, when he suddenly put down his cup and looked at her seriously. He leaned forward and kissed her, gentle and sweet, but Emma found herself despondent. Her eyes were wide and they stared at his eye lids, then whatever else she could see of the room, all while her lips remained still.

Carl caught on and pulled away awkwardly, raising his eyebrows. "Emma?"

"…Sorry." Her eyes were still shifting around the room, anywhere but Carl.

"…Is it my breath?" He raised his hand and blew into it.

"No, no…it's actually quite minty."

"Oh, yeah, I use the wisp, those things are fantastic. I used to just carry a toothbrush in my pocket but that tended to turn off dates…"

"Carl." She finally looked at him.

"Sorry, you were saying?"

"…This…this doesn't feel right."

"…Oh." He looked immediately dejected.

"No, not like that! You're great, Carl. I like you."

"I think I'm in love with you." He blurted.

Emma froze.

"…Emma?"

She looked like a baby deer in headlights. "…What?"

"I said I think I'm in love with you." He repeated.

"Yeah, no, I heard that part…what?" She blinked rapidly, a nervous tick.

"I can't stop thinking about you; you're on my mind constantly…even while staring at the nastiest of teeth." He chuckled at that. "You're beautiful and smart and you care about your students so much, it's amazing. Not to mention that club."

"…club?"

"Yeah, the Glee club! The way you talk about them, you're so passionate about the cause, fighting your principal to keep it going. You must really love those kids."

"…yeah." Utter disbelief flashed across her face.

"And I know that you don't feel that way, yet. But I'm willing to wait because…I really think we have something here. I'm not going anywhere." He squeezed her hand and gave her a big smile.

_Oh, sugar._


	4. Sneak Peek!

**A/N: Please read my note at the bottom before you hate on this in review lol **

**6/22/10: Hey guys, this is an update in response to a review about Emma's Mexico comment - it wasn't meant to be racist at ALL, it was really just about the atmosphere, not that _I_ think it's bad or "dirty", I just don't think it'd be Emma's cup of tea :\ But I'm sorry that it offended you, and I went ahead and changed it.**

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"I know, I'm sorry, Carl. I was feeling okay all last night…but when I woke up this morning I just…I felt so faint and I had a fever… I was really looking forward to the concert, too…Do you think they'll be back? …Oh, I'm sorry…No, really, I know you wanted to see them…you should go anyway…No, go, you were really excited about them…get a friend to go…yeah! Have a…guy's night out. It'll be fun and I promise that when I feel better…I'll…I'll make it up to you…A nice dinner, my treat…Okay...I will…Have fun…You, too…Bye."

Emma's hand shook as she put down the phone. Lying to him was getting easier and that scared her, but she couldn't face him until she knew exactly what she wanted to say. The whole time she was on the phone she had paced back and forth between her window and dining room table so much, she probably made a trail through her rug.

_How in the world am I going to do this?__  
_  
"I can't just invite him on a date and do it. That'd be just lovely. 'Oh, Carl. I can't be with you anymore because the guy I've held a torch for for nearly four years finally loves me back. Isn't the salmon delicious?'" She threw herself down on the couch with a huff and buried her face in a pillow. "I need a sign!" Her muffled voice shouted. Suddenly there was a knock at the door.

"Emma?" It was her landlord, Frank Saller. She'd know that gruff voice anywhere. She got up reluctantly, and padded her way over the door, opening it with a sigh.

"Hi, Mr. Saller." She eyed the nice old man.

"Hey, Emma, sorry to bother you but I can't find the stupid master mail key so I have to bring everyone their mail. Had to convince the mailman I wouldn't take any of it. I've got bills of my own, why would I want anyone else's." He laughed and pulled a few envelopes and flyers out of a pile he was carrying. "Your mom sent you a postcard, though. Mexico looks fun." He handed her the pile, a postcard was on top. It was a picture of the Mayan Riviera beach, with an obnoxious, bright blue "Wish you were here!" in the top left corner.

"Yeah, it's not really my thing." She smiled at him.

"So, where's that fella' you've been bringing around? He looks nice."

"Oh, Carl? Yeah he's nice…He's going to a concert."

"Why aren't you with him?"

Emma's gaze went down. "I'm um…just busy…catching up on time by myself."

"Oh, well that's always good. Hey, you've got time to write your mom back."

"Yeah I'll have to send her…a letter."

_That's it!_

"Thanks, Mr. Saller!" She smiled brightly.

"You're welcome, sweetheart." He returned the smile and headed to the next apartment over.

Emma closed the door and read over her mother's post card before throwing the pile down on the table and rushing to her desk for a pad and pen.

_Dear Carl…_

_…_

_Oh, great.__  
_

_…__  
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"Oh, what am I in junior high? Break up via note? You're better than that, Emma." She balled up the paper and tossed it in the trash.

Emma needed someone to talk to. But she knew there was only one person, one friend, that she could confide in.

_Will._

_...I need more friends._

She walked absentmindedly to her fridge and pulled out a water. While taking a sip she spied her phone on the table.

_This is crazy, there are other people I can talk to...Mom...she's in Mexico..._

_...wow, that's um...that's it, isn't it?_

She knew it went against everything she was attempting to work towards but her need of a friend and honest advice was greater right now than any emotional struggle with said friend. She took a deep breath and picked up her phone, quickly pressing two on her speed dial before she could change her mind.

_Oh god, it's ringing...what am I doing?_

"Emma! Hey, wow, I was _just_about to call you." Will answered after one ring.

"...r-really? ...why?" She stuttered.

"Well...I decided that since the divorce is through, it'd be a good time to start fresh, so I decided to paint my living room, only um...well, I never really noticed how big it was until I moved everything out of it and poured the paint." He laughed nervously. "Bottom line, I'm sucking it up and admitting that I'm in over my head just a bit and...I thought of you. Now, before you say anything, I know that it could get a little...messy, but I still want to help you. Despite everything that's happened, I'm still your friend...I hope. I think this could help and it'd be a purely friendly thing...what do ya' think?" She could almost feel him wincing on the other side, awaiting the blow.

"I'm really glad you said that, Will. I was worried...well anyway...Yes, that sounds great. I'd be glad to help. Your living room will have immaculate trim when I'm done with it." She let a laugh through.

"Thanks, Em. Oh, why were you calling?"

"...Oh, um...well...let's just say I really need a friend, too." She mumbled.

"What's wrong?"

"I'll um, I'll explain it when I get there, okay?"

"Yeah. Sure."

"I'll see you in a bit."

"Okay, bye."

"Bye..."

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**A/N: Okay, so this was meant to be twice as long, and not as half assed. I had planned to have the whole scene in Will's apartment but I have family over for the next few days and then work so I really won't have time to write again until Sunday or Monday and I didn't want to leave you guys hanging for 2 weeks so I figured I'd post what I'd already had done…So don't think of this as a chapter but more of a sneak peek of what's to come! I promise Ch. 5 WILL be Emma and Will, and if it takes me a whole 48 hours of vegging in front of Word to make it as amazing as possible, I will do it! Does Will have alterior motives? Find out next week!...Please don't hate me lol**


	5. Periwinkle Pasta

**A/N: *Drum roll* TaDaaaa! Finally! I hit some major writer's block for about a day, but I was cured by some late night thinking…not to mention I forced myself to stare at it for a few hours lol**

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"You're going to paint in _that_?" Will looked amused as he eyed Emma in his doorway.

She looked down at her pink tweed pencil skirt and coral ruffled blouse. "Oh." Realization hit her. "Oh no, I forgot. I'm sorry; I've just been so distracted all day." She put her face in her hands.

Will pulled her hands away and leaned in with a smile. "No, Em, it's okay. I've got stuff you can wear." He pulled her inside and closed the door then disappeared into his room and returned with a pair of grey sweat pants and an old red t-shirt. "These are clean, I promise." He reassured her. "I made sure to grab the pants with the drawstring…the shirt is from high school." It read "William McKinley High Class of '94."

"But…don't you want to keep that nice? I don't want to chance ruining it."

"It's actually a bit late for that…" He showed her the back, which was covered in faded blue paint splatters. "Paintball. I was going pretty well for an hour, so I took a break and took off my jacket and my friend got me really good…as you can see." He laughed.

"Ouch, that must've hurt…well, I'll just…go change." She took the clothes and walked into the bathroom, closing the door behind her. She had fantasized about wearing Will's clothes…but it wasn't because of this.

Emma emerged with her clothes neatly folded and placed them on his dining room table. She walked into the living room to find he had already started; it was a lovely shade of periwinkle blue…their color.

_No._

She cleared her throat.

He turned to look at her. "Hey…not too baggy, right?"

"Oh, no, just the right amount of baggy." She lied. Normally, it would bother her how big the shirt was on her tiny frame, but right then, with the heavenly smell of Will Schuester enveloping her, she didn't care.

_Well, now, wait. That should bother me more…He smells nice…so what? So what if he smells like an unbelievably refreshing mixture of cinnamon, cedar and…butterscotch? So what if I now know this shirt isn't clean like he said, judging by the butterscotch candies on his dining room table? So what if I don't care that he tried to trick me? So what if I want to "accidentally" walk out with this on-OH, boy._

"So, I already taped everything off, I think I got it pretty straight. Figured I'd do the bulk of it while you work on the trim, sound good?" He used his partially blue hands to accentuate his point.

"Yes. Sounds great." She hesitated forward.

"Oh!" He put his brush down and bent to pick up a pair of yellow cleaning gloves. "Found these for you. I'm pretty sure they're new, I never bothered wearing them…and Terri was never big on cleaning." He gave her a small smile and handed them to her.

"Thanks, Will. I brought my own, but they're plastic, these are much better."

Hours passed before they knew it. They would talk and joke as if nothing had changed, sometimes they would sing or work in silence. At one point Emma was so into painting the trim on the right wall, she didn't notice that Will had stopped to make pasta. It was late by the time they finished the final coat.

"Perfect! You were right when you said immaculate." Will laughed as him and Emma backed up to observe the room.

"Thanks, I pride myself on accuracy. You didn't do half bad yourself." She elbowed his side lightly.

"Half bad? Those walls look amazing; I didn't miss a single spot!" He smiled and playfully hit her arm with the back of his hand, not noticing the fresh paint on his knuckles. She froze slightly as he saw it. "Oh, don't worry, I'll get that." He went to move for a paper towel.

"No…it's fine." She said softly.

"…Really?" He looked shocked.

"Yeah, it's um…it's not too bad, actually. It's not dirty, it's…just paint." She said it more to reassure herself than to justify her answer.

"Well that's good, 'cause you already have some on your face." He smirked as he moved in front of her.

"I do?" Her eyes opened possibly past their full extent.

"What, I thought it was okay." He let a smirk out.

"Oh…but it is. Yes, it is…because it's just paint." She faked her calm.

"Well, then, I guess this would be okay." He lightly swiped his knuckles against her cheek, leaving a streak of blue.

Her mouth dropped open. "Oh, you're just…_mean._" He stifled laughter. "Oh you think that's funny?" Her gape started forming a smile. "You think that's funny. Okay. Two can play at this game." She took her brush and slashed it across his shirt. Luckily Will had covered the carpet with a sheet because this started the war. He ducked and dipped his fingers into the tray, and started flicking them at her, sending paint everywhere.

"Nooo!" She shrieked and laughed, following suit.

Will slipped and his forearm went into the paint. He lunged forward, wrapped the blue arm around Emma and took her down with him. "Gotcha!"

"Are you kidding me, these are your clothes!" She freed herself from his arm and kneeled over him triumphantly, rubbing more paint onto his face. Suddenly his fingers were in her hair, twisting paint into a section. She stopped.

"OHH." He smiled evilly, but it faded as he saw her shocked face. He thought he had screwed up for a moment, that is until Emma's gloved hand was over his head, smearing a large amount of paint into his curly locks. She was the one smirking now.

He closed his eyes as some paint dripped down his face and nodded. "I surrender. You win." His eyes opened just as she was standing and placing her fists on her hips. "Help?" He held his hand out.

"…I guess." She joked and removed her gloves, before pulling him up.

"So, this much paint comes out, right?" He asked, with a nervous laugh.

"Oh yeah, with one of my good scrubbings, your hair will look as good as styled."

"…Yours?"

"Yeah I'll wash it for you; I'm the one that put it in there…not to mention I give a pretty mean scalp massage." She raised her eyebrows. "How about it?"

"Sounds like something I need. I've had one of those lingering headaches all day; Tylenol didn't do anything for me." He admitted.

"Well, step right up, then." She turned to head for the bathroom.

_We're having fun like old times. I'm a mess and I don't have the immense urge for a long shower. Now I'm about to finally get my hands in that beautiful hair…and I'm not at all nervous or worried about it causing anything. This is good. This is healthy. _

"So…how are we going to do this?" Will was suddenly behind her, leaning in the doorway.

"Oh, um…well you have a pull down shower head so that makes life easier. Just sit on the floor against the tub and bend you head back, I guess. Are these towels okay to use?" She gestured to a pair of yellow towels hanging on the rack.

"Oh yeah, those are fine." He relaxed his back against the bathtub.

Emma folded one of the towels and placed it on the floor next to Will to kneel on. She turned the faucet on and reached up, pulling the shower head off the holder. Once the water was hot she pulled the tab for the shower and began rinsing the paint out of his hair. "Is it hot enough?"

"It's just right." He caught sight of her hands. "You're not gonna wear gloves?"

"No, this doesn't bother me. Plus I would have to wear rubber gloves…and wet rubber gloves just feel plain old nasty." She giggled. "Most of it's rinsing right out…I guess I can start shampooing." She turned the shower off and reached for the orange bottle. "Suave tangerine." She put her nose to the top. "Mm smells great."

"Yeah, I just got that. Usually I use that um…ocean something, but that one smells so good." He replied.

She lathered some between her hands then began working it through is hair. His eyes closed as she paid close attention to the sides of his head. "Oh, wow, Em…so this is why your showers are so long…"

She chuckled at his expression. "Yeah, I've gotten a lot of practice. This always works for me when I have a headache." She slowly raked her nails from the nape of his neck to his forehead, then back.

"…So…you're free to do this everyday, right?" He joked.

"Yes and I also accept Visa MasterCard, Discover and American Express." They both laughed and she turned the water back on.

"Oh, you know what we never talked about?"

"What?"

"Why you called me."

Her hands stopped as she remembered Carl.

_Oh, sugar, I completely forgot!_

"OH…oh, um…well…I needed some advice."

"About what?"

"Well…frankly…about Carl." She paused for his reaction.

"…Carl?"

"It's…It's just like you said, Will…you're still my friend, despite everything and…you're the only one I can really talk to…he told me loves me."

"Already?" He nearly shouted.

"I know, right? And…and of course I don't feel that way now…and, to be honest, I'm not sure I ever will…but he says he's 'not going anywhere'…I just…I don't want to do with him what I did with Ken."

_Okay, so this sounded a lot better in my head. Now it just sounds like I'm asking Will to steal me away. Fabulous idea, Emma._

"Well then, tell him that. Just tell him you don't see it going anywhere." He answered simply.

…_That's it? _

"…But how? I don't want to ruin a date."

"Just sit him down, go to his place. Be honest."

"Oh…okay. I'll do that…Thanks, Will." She turned the water off again.

"Why'd you stop?" He opened his eyes.

"Because I'm done."

"Really?"

Emma giggled. "Yes. Keep your head back, I'll dry it." She picked up the other towel and rubbed his hair with it.

"You know, this was really great…today, I mean. Thanks so much for helping me."

"It's no problem at all…what are friends for?" She ran her fingers through his hair, checking for any leftover paint.

"It's great that we can be friends after...well, yeah. It's great." He started rubbing small specks of paint off his chin.

She took the wet parts of the towel and helped him clean his face. "It is. You need friends and…you're a great one."

"You too…Friends."

"Friends…Friends, friends, friends." She smiled but stopped as she looked at him. He suddenly had that familiar, wanting look in his eyes. She kept wiping paint from his face, but never dropped his stare.

"Friends." The more they said it, the less it was true…if it was ever. Emma put the towel down in a daze. Not a single thought crossed her mind that didn't involve Will, and before she could even comprehend what was happening, the space between them was becoming smaller. Only it wasn't Will that was moving in this time, it was her. When their lips touched, it was light; much different from the past couple of times. She pulled away enough to see him and whether it be his genuine sweetness, or respect for their "friendship", but something came over her. In a flash she was straddling his legs and kissing him hungrily. He reciprocated with as much fervor.

"Mm, Will." She muttered in between kisses. Her hands were searching, from his wet locks, to his neck, to under the collar of his shirt.

What seemed like an eternity was really barely a minute. As seconds drew on, Will's hands slid from her hair to her shoulders and his kisses lost momentum. All of Emma's actions came to a screeching halt when he surprisingly applied pressure to her waist, pushing her away. "Em…stop."

"Why?" She tried to lean back in but he put his hands on her face, keeping her at a distance. He looked her dead in the eyes.

"Carl." He said firmly. "…Friends." He repeated their definition with a sad smile.

"…Oh…" She slowly came to.

_Of course. What's wrong with you? You were practically molesting him!_

Embarrassed, Emma stood quickly. "I have to…I-I have to…" She turned around frantically as he stood. "I have to go." She rushed out to the living room and grabbed her clothes and purse from the table.

"Em! Wait!" He tried to grab her but she was too fast.

"No, I'm…I'm so sorry, Will, I…" She was close to tears as she opened the door. "…I ruin everything."

"Emma, that's not true at all."

"…Bye, Will." She took one last look at him, then ducked her head as she exited and pulled the door closed.

"…Emma."

* * *

**A/N: …How 'bout it? Was it worth the wait? Or did I torture you for no reason? lol Let me know! :D**


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